UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: August
Commission File Number:
001-34985
Globus Maritime Limited
(Translation of registrant’s name into English)
128 Vouliagmenis Avenue, 3rd Floor, Glyfada,
Attica, Greece, 166 74
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBIT INDEX
REFERENCE INTO THE COMPANY’S REGISTRATION
STATEMENTS: (A) ON FORM F-3 (FILE NO. 333-240042),
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 2020 AND DECLARED EFFECTIVE AUGUST 6, 2020 (B) ON FORM F-3 (FILE
NO. 333-239250), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2020 AND DECLARED EFFECTIVE AUGUST 6, 2020, AND
(C) ON FORM F-3 (FILE NO. 333-273249), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 2023 AND DECLARED
EFFECTIVE ON JULY 26, 2023.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GLOBUS MARITIME LIMITED |
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By: |
/s/ Athanasios Feidakis |
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Name: |
Athanasios Feidakis |
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Title: |
President, Chief Executive Officer and Chief Financial Officer |
Date: August 22, 2023
Exhibit 99.1
Globus
Maritime Announces annual meeting of sHAREholders
Glyfada, Greece, August 22, 2023 - Globus
Maritime Limited (“Globus” or the “Company”) (NASDAQ: GLBS), a dry bulk shipping company, announced today that
the annual meeting of shareholders will be held at the offices of Globus Shipmanagement Corp. at 128 Vouliagmenis Avenue in Glyfada,
Attica Greece, on September 21, 2023, at 11:00 a.m. local time.
Shareholders of record at the close of business
on August 15, 2023, are entitled to receive notice of, and to vote at, the annual meeting, or any adjournments thereof.
Notice of the Annual Meeting of Shareholders
and Proxy Statement are available free of charge on the Company’s website: www.globusmaritime.gr.
Formal notice of the meeting and the Company’s
proxy statement will be sent to shareholders of the Company in due course.
About Globus Maritime Limited
Globus is an integrated dry bulk shipping company
that provides marine transportation services worldwide and presently owns, operates and manages a fleet of eight dry bulk vessels that
transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Globus’ subsidiaries
own and operate eight vessels with a total carrying capacity of 567,467 DWT and a weighted average age of 11.2 years as of June 30, 2023.
Safe Harbor Statement
This communication contains “forward-looking
statements” as defined under U.S. federal securities laws. Forward-looking statements provide the Company’s current expectations
or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Words
or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,”
“intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,”
“will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements,
but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject
to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking statements. The Company’s actual results could differ materially
from those anticipated in forward-looking statements for many reasons specifically as described in the Company’s filings with the
Securities and Exchange Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as
of the date of this communication. Globus undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances
or events after the date of this communication or to reflect the occurrence of unanticipated events. You should, however, review the
factors and risks Globus describes in the reports it files from time to time with the Securities and Exchange Commission.
For further information please contact:
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| Globus Maritime Limited +30 210 960 8300 |
Capital Link – New York +1 212 661 7566 |
| Athanasios Feidakis, President, CEO & CFO |
Nicolas Bornozis globus@capitallink.com |
| a.g.feidakis@globusmaritime.gr |
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Exhibit 99.2
GLOBUS MARITIME LIMITED
August 22, 2023
TO THE SHAREHOLDERS OF
GLOBUS MARITIME LIMITED
Enclosed is a Notice of
Annual Meeting of Shareholders (the “Meeting”) of Globus Maritime Limited (the “Company”), which
will be held at the offices of Globus Shipmanagement Corp. located at 128 Vouliagmenis Avenue, 3rd floor, Glyfada, 16674 Attica, Greece,
on September 21, 2023, at 11:00 a.m. local time, and related materials.
At the Meeting, the shareholders
of the Company will consider and vote upon the following proposals:
| 1. | To elect two Class I directors to
serve until the 2026 annual meeting of shareholders (“Proposal One”); |
| 2. | To approve the appointment of Ernst &
Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent auditors
for the fiscal year ending December 31, 2023 (“Proposal Two”); |
| 3. | To approve one or more amendments to the
Company’s Amended and Restated Articles of Incorporation to effect one or more reverse
stock splits of the Company’s issued and outstanding shares of common stock and Series B
preferred shares by an aggregate ratio of not more than one-for-20, with the exact ratio
to be set ata whole number to be determined by the Company’s Board of Directors or
a committee thereof in its discretion, at any time or times after approval of the amendments,
and to authorize the Company’s Board of Directors to implement one or more reverse
stock splits by filing one or more amendments with the Registrar of Corporations of the Republic
of the Marshall Islands (“Proposal Three”); and |
| 4. | To transact any other business as may properly
come before the Meeting or any adjournment or postponement thereof. |
Adoption of Proposal One
requires the affirmative vote of a plurality of the votes cast by shareholders present in person or by proxy and entitled to vote at
the Meeting, provided that a quorum is present. Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast
by shareholders present in person or by proxy and entitled to vote at the Meeting, provided that a quorum is present. Adoption of Proposal
Three requires the affirmative vote of a majority of the votes eligible to be cast by shareholders entitled to vote thereon.
You are cordially invited
to attend the Meeting in person. If you attend the Meeting, you may revoke your proxy and vote your shares in person. If your shares
are held in the name of your broker, bank or other nominee and you wish to attend the Meeting, you must bring a legal proxy from your
broker, bank or other nominee in order to vote.
WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE
IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY
WILL BE APPRECIATED.
ANY SIGNED PROXY RETURNED
AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY STATEMENT.
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Very truly yours, |
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Athanasios Feidakis |
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President, Chief Executive Officer and Chief Financial Officer |
GLOBUS MARITIME LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 21, 2023
NOTICE IS HEREBY given that the annual meeting
of shareholders (the “Meeting”) of Globus Maritime Limited (the “Company”) will be held at the
offices of Globus Shipmanagement Corp., located at 128 Vouliagmenis Avenue, 3rd floor, Glyfada, 16674 Attica, Greece on September 21,
2023 at 11:00 a.m. local time, for the following purposes, of which items 1, 2 and 3 are more completely set forth in the accompanying
Proxy Statement:
| 1. | To elect two Class I directors to
serve until the 2026 Annual Meeting of Shareholders (“Proposal One”); |
| 2. | To approve the appointment of Ernst &
Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent auditors
for the fiscal year ending December 31, 2023 (“Proposal Two”); |
| 3. | To approve one or more amendments to the
Company’s Amended and Restated Articles of Incorporation to effect one or more reverse
stock splits of the Company’s issued and outstanding shares of common stock and Series B
preferred shares by an aggregate ratio of not more than one-for-20, with the exact ratio
to be set at a whole number to be determined by the Company’s Board of Directors or
a committee thereof in its discretion, at any time or times after approval of the amendments,
and to authorize the Company’s Board of Directors to implement one or more reverse
stock splits by filing one or more amendments with the Registrar of Corporations of the Republic
of the Marshall Islands (“Proposal Three”); and |
| 4. | To transact any other business as may properly
come before the Meeting or any adjournment or postponement thereof. |
The board of directors of the Company has fixed
the close of business on August 15, 2023 as the record date for the determination of the shareholders entitled to receive notice
of and to vote at the Meeting or any adjournment or postponement thereof.
You are cordially invited to attend the Meeting
in person. If you attend the Meeting, you may revoke your proxy and vote your shares in person. If your shares are held in the name of
your broker, bank or other nominee and you wish to attend the Meeting, you must bring a legal proxy from your broker, bank or other nominee
in order to vote.
To constitute a quorum, there must be present
either in person or by proxy shareholders of record holding at least one third of the voting power of the shares entitled to vote at
the Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED
STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED.
ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY STATEMENT.
If you attend the Meeting and do not hold your
shares through an account with a brokerage firm, bank or other nominee, you may revoke your proxy and vote in person. If you hold your
shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote
your shares or to revoke your vote, if necessary.
The
Company’s 2022 Annual Report on Form 20-F (the “2022 Annual Report”), which contains the Company’s
audited financial statements for the fiscal year ended December 31, 2022, is available on the Company’s website at www.globusmaritime.gr.
Any shareholder may receive a hard copy of the Company’s 2022 Annual Report, free of charge upon request.
This Notice of the Meeting, the Proxy Statement and related materials,
including the Company’s 2022 Annual Report, can also be found at:
http://globusmaritime.agmdocuments.com/agm2023.html
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By Order of the Board of Directors |
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Olga Lambrianidou |
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Secretary |
August 22, 2023
GLOBUS MARITIME LIMITED
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
SEPTEMBER 21, 2023
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of
the board of directors of Globus Maritime Limited, a Marshall Islands corporation (the “Company”), for use at the
Annual Meeting of Shareholders to be held at the offices of Globus Shipmanagement Corp., located at 128 Vouliagmenis Avenue, 3rd floor,
Glyfada, 166 74 Attica, Greece on September 21, 2023 at 11:00 a.m. local time, or at any adjournment or postponement thereof
(the “Meeting”), for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders.
This Proxy Statement and the accompanying form of proxy are expected to be mailed to shareholders of the Company entitled to vote at
the Meeting on or about August 22, 2023.
VOTING RIGHTS AND OUTSTANDING SHARES
On August 15, 2023 (the
“Record Date”), the Company had outstanding 20,582,301 common shares, par value $0.004 per share (the
“Common Shares”), and 10,300 Series B preferred shares, par value $0.001 per share (the
“Series B Preferred Shares” and together with the Common Shares, the “Shares,” and any
holder of Shares, a “Shareholder”). Each Shareholder of record at the close of business on the Record Date is
entitled to one vote for each Common Share then held and 25,000 votes for each Series B Preferred Share then held provided
however, that pursuant to the Amended and Restated Statement of Designation of the Series B Preferred Shares, no holder of
Series B Preferred Shares may exercise voting rights pursuant to any Series B Preferred Share that would result in the
total number of votes such holder, together with each beneficial owner of such Series B Preferred Share and any of their
affiliates, is entitled to vote (including any voting power derived from Series B Preferred Shares or Common Shares) to exceed
49.99% of the total number of votes eligible to be cast.
To constitute a quorum, there must be present
either in person or by proxy one or more Shareholders of record holding at least one third of the voting power of the Shares entitled
to vote at the Meeting. The Shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given
on the proxy if the proxy is properly executed and is received by the Company prior to the close of voting at the Meeting or any adjournment
or postponement thereof. Any proxies returned without instructions will be voted FOR the proposals set forth on the Notice of Annual
Meeting of Shareholders.
The Common Shares are listed on the NASDAQ Capital
Market under the symbol “GLBS.”
REVOCABILITY OF PROXIES
A Shareholder of record giving a proxy may revoke
it at any time before it is exercised. A proxy may be revoked by filing with the Secretary of the Company at the Company’s office
at c/o Globus Shipmanagement Corp., located at 128 Vouliagmenis Avenue, 3rd floor, Glyfada, 166 74 Attica, Greece a written notice of
revocation or a duly executed proxy bearing a later date, or by attending the Meeting and voting in person. If you hold Shares in street
name, through a brokerage firm, bank or other nominee, please contact the brokerage firm, bank or other nominee to revoke your proxy.
SOLICITATION
The cost of preparing and soliciting proxies
will be borne by the Company. Solicitation, if any, is expected to be made primarily by mail, but Shareholders may be solicited by telephone,
e-mail or personal contact.
Important Notice Regarding the Availability
of Proxy Materials for the Shareholders Meeting to be Held on September 21, 2023
The Notice of the Annual Meeting of Shareholders
and Proxy Statement is available free of charge at www.globusmaritime.gr
PROPOSAL ONE
ELECTION OF CLASS I
DIRECTORS
The Company currently has four directors on its
board, which is divided into three classes. As provided in the Company’s Amended and Restated Articles of Incorporation, each director
is elected to serve for a three-year term and until such director’s successor is duly elected and qualified, except in the event
of removal, resignation or death prior to the annual meeting of shareholders in which such director’s term of office expires. The
term of the Company’s Class I directors expires at the Meeting. Accordingly, the board of directors of the Company has nominated
Athanasios Feidakis and Ioannis Kazantzidis, Class I directors, for re-election as directors whose term would expire at the 2026
annual meeting of shareholders.
Unless the proxy is marked to indicate that such
authorization is expressly withheld, the persons named in the enclosed proxy intend to vote the Shares authorized thereby FOR the election
of the following nominee. It is expected that the nominee will be able to serve, but if before the election it develops that such nominee
is unavailable, the persons named in the accompanying proxy will vote for the election of such substitute nominee as the current board
of directors of the Company may recommend.
Nominees for Election to the Company’s
Board of Directors
Information concerning the nominees for director of the Company is
set forth below:
| Name |
Age |
Position |
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| Athanasios Feidakis |
36 |
Class I Director |
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| Ioannis Kazantzidis |
72 |
Class I Director |
Athanasios
(“Thanos”) Feidakis, a Class I Director, has been a member of our board of directors since
July 2013. As of December 28, 2015, Mr. Athanasios Feidakis was also appointed our President, CEO and CFO. From
October 2011 through June 2013, Mr. Athanasios Feidakis worked for our operations and chartering department as an
operator. Prior to that and from September 2010 to May 2011, Mr. Athanasios Feidakis worked for ACM, a shipbroking
firm, as an S&P broker, and from October 2007 to April 2008, he worked for Clarksons, a shipbroking firm, as a
chartering trainee on the dry cargo commodities chartering and on the sale and purchase of vessels. From April 2011 to
April 2016, Mr. Athanasios Feidakis was a director of F.G. Europe S.A., a company controlled by his family, specializing
in the distribution of well-known brands in Greece, the Balkans, Turkey, Italy and the UK. From December 2008 to
December 2015, Mr. Athanasios Feidakis was the President of Cyberonica S.A., a family-owned company specializing in real
estate development. Mr. Athanasios Feidakis holds a B.Sc. in Business Studies and a M.Sc. in Shipping Trade and Finance from
the Bayes Business School (formerly known as Cass Business School) of City University in London and an MBA from London School of
Economics. In addition, Mr. Athanasios Feidakis has professional qualifications in dry cargo chartering and operations from the
Institute of Chartered Shipbrokers.
Ioannis
Kazantzidis, a Class I Director, has been a member of our board of directors since November 2016. Mr. Kazantzidis
has been the principal of Porto Trans Shipping LLC, a shipping and logistics company based in the United Arab Emirates, since 2007. Between
1987 to 2007, Mr. Kazantzidis was with HSBC Group, where he served in managerial positions participating in the development and
implementation of financial systems in multiple locations. Mr. Kazantzidis has since 2009 been a Director of Saeed Mohammed Heavy
Equipment Trading LLC, a general trading company, and a senior partner in Porto Trans Auto Services Company, both based in Jebel Ali,
UAE. Mr. Kazantzidis has served as the Chairman of Nazaki Corporation, a private investment company based in the British Virgin
Islands, since 1988. Mr. Kazantzidis has served, from 2015 to 2018, as the Chairman of W.M.Mendis Hotel Pvt Ltd in the Republic
of Sri Lanka. From 1989 to 2015, he was the Chairman of Fishermans Wharf Pvt Ltd, and a director of Dow Corning Lanka Pvt Ltd from 2000
to 2013 and Propasax Pvt Ltd from 2010 to 2015. Mr. Kazantzidis became a director of Longdom Place Developer LLC as of December 31,
2020 and remains in such position.
Audit
Committee. The Company’s Board has established an Audit Committee, composed of two independent members of its board
of directors, who are responsible for ensuring that our financial performance is properly reported on and monitored, for reviewing internal
control systems and the auditors’ reports relating to our accounts and for reviewing all related party transactions. The Audit
Committee is comprised of Ioannis Kazantzidis and Jeffrey O. Parry. The Company believes that Mr. Kazantzidis qualifies as an “audit
committee financial expert,” as such term is defined under Securities and Exchange Commission rules.
Remuneration
Committee. The Remuneration Committee is comprised of Jeffrey O. Parry and Ioannis Kazantzidis. It is responsible for determining,
subject to approval from our board of directors, the remuneration guidelines to apply to our executive officer, secretary and other members
of the executive management as our board of directors designates the Remuneration Committee to consider. It is also responsible for suggesting
the total individual remuneration packages of each director including, where appropriate, bonuses, incentive payments and share options.
Nomination
Committee. The Nomination Committee is comprised of George Feidakis, Ioannis Kazantzidis and Jeffrey O. Parry. It is
responsible for reviewing the structure, size and composition of our board of directors and identifying and nominating candidates to
fill board positions as necessary.
Corporate
Governance Practices. As the Company is a foreign private issuer, it is exempt from the Nasdaq corporate governance rules,
other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification
to Nasdaq of non-compliance with Nasdaq corporate governance practices, and the establishment of an audit committee satisfying Nasdaq
Listing Rule 5605(c)(3) and ensuring that such audit committee’s members meet the independence requirement of Listing
Rule 5605(c)(2)(A)(ii).
As a foreign private issuer listed on the Nasdaq
Capital Market, we are required to disclose certain self- identified diversity characteristics about our directors pursuant to Nasdaq
board diversity and disclosure rules approved by the Securities and Exchange Commission in 2021. In accordance with Nasdaq Listing
Rules, the Company posted its board diversity matrix on its website, which matrix may be found here: http://www.globusmaritime.gr/board_diversity_matrix.pdf.
Required
Vote. Adoption of Proposal One requires the affirmative vote of a plurality of the votes cast by Shareholders present in person
or by proxy and entitled to vote at the Meeting, provided that a quorum is present. Abstentions and broker non-votes will have no effect
on the outcome of Proposal One.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE IN FAVOR OF THE PROPOSED DIRECTORS. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF
SUCH PROPOSED DIRECTORS UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL TWO
APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
The board of directors of the Company is submitting
for approval at the Meeting the selection of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s
independent auditors for the fiscal year ending December 31, 2023. Ernst & Young (Hellas) Certified Auditors Accountants
S.A. has advised the Company that it does not have any direct or indirect financial interest in the Company, nor has it had any such
interest in connection with the Company during the past three fiscal years other than in its capacity as the Company’s independent
auditors.
All services rendered by the independent auditors
are subject to review by the Company’s Audit Committee.
Required
Vote. Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast by Shareholders present in person
or by proxy and entitled to vote at the Meeting, provided that a quorum is present. Abstentions and broker non-votes will have no effect
on the outcome of Proposal Two.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE
VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL THREE
APPROVAL OF AMENDMENT TO THE COMPANY’S
AMENDED AND RESTATED ARTICLES OF INCORPORATION TO EFFECT ONE OR MORE REVERSE STOCK SPLITS
General.
The Company’s Board of Directors has determined that the Company may need to effect one or more reverse stock splits
of its issued and outstanding Common Shares and Series B Preferred Shares by an aggregate reverse stock split ratio of not more
than one-for-20, whereby, except as explained below with respect to fractional shares, on the effective date, Common Shares and Series B
Preferred Shares issued and outstanding immediately prior thereto will be, automatically and without any action on the part of the Shareholders,
combined, converted and changed into new Common Shares and Series B Preferred Shares, as applicable, in accordance with the reverse
split ratio, which shall be determined by the Board of Directors or a committee thereof in its discretion. If the Shareholders approve
this Proposal Three, the Board of Directors of the Company or a committee thereof will have the authority, but not the obligation, in
its sole discretion, and without further action on the part of the Shareholders, on one or more occasions, to select an approved reverse
stock split ratio and effect the approved reverse stock split and the date and time to effect the reverse stock split. The Company is
seeking approval from the Shareholders to effect one or more reverse stock splits and to approve one or more amendments, substantially
in the form attached hereto as Appendix I, to the Company’s Amended and Restated Articles of Incorporation to effect the reverse
stock split(s). The following description is qualified in its entirety by reference to Appendix I.
Purpose.
A reverse stock split is intended to increase the per share trading value of our Common Shares. The Board of Directors intends
to effect a proposed reverse stock split only if the implementation of such a reverse stock split is determined by our Board of Directors
(or a committee thereof) to be in the best interests of the Company and its shareholders.
The Company believes that by effecting a reverse
stock split, the Company will be better able to maintain compliance with the Nasdaq Capital Market’s minimum bid price requirement.
The Nasdaq Capital Market has several listing criteria that companies must satisfy in order to maintain their listing. One of these criteria
is that our Common Shares have a minimum closing bid price that is greater than or equal to $1.00 per share. The Company received a notice
from Nasdaq Stock Market LLC indicating that it was no longer in compliance with this requirement because the closing bid price of our
Common Shares over a period of 30 consecutive business days was less than $1.00 per share. As of August 15, 2023, the Company continues
to not be in compliance with this requirement. The Company believes that by effecting a reverse stock split, it will be better able to
maintain compliance with this listing requirement in the future.
In addition, the Company believes that a number
of institutional investors and investment funds are reluctant to invest, and in some cases may be prohibited from investing, in lower-priced
stocks and that brokerage firms are reluctant to recommend lower-priced stocks to their clients. Other investors may also be dissuaded
from purchasing lower-priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for
lower-priced stocks. A higher stock price after a reverse stock split could alleviate these concerns. By effecting a reverse stock split,
we believe we may be able to raise the price of our Common Shares to a level where the Common Shares could be viewed more favorably by
potential investors.
The combination of maintaining our listing
on the Nasdaq Capital Market and the lower transaction costs and increased interest from institutional investors and investment
funds could have the effect of improving the trading liquidity and price of our Common Shares. In addition, because the number of
authorized Common Shares, which is currently 500,000,000 under our Amended and Restated Articles of Incorporation, would not
decrease in accordance with the selected exchange ratio of the reverse stock split, if implemented, the reverse stock split would
decrease the number of issued and outstanding shares of Common Shares and thus provide us with additional Common Shares, which would
be available for issuance from time to time for corporate purposes such as acquisitions of companies or assets, sales of stock or
securities convertible into Common Shares and raisingadditional capital.
You should consider that, although our Board
of Directors believes that a reverse stock split should increase the price of our Common Shares or maintain the overall value, in many
cases, because of variables outside of a company’s control (such as market volatility, investor response to the news of a proposed
reverse stock split and the general economic environment), the market price of a company’s shares of common stock could decline
in value after a reverse stock split. You should also keep in mind that the implementation of a reverse stock split does not have a direct
effect on the actual or intrinsic value of our business or a shareholder’s proportional ownership in our company (subject to changes
based on the fractional shares discussion below). However, should the overall value of our Common Shares decline after the proposed reverse
stock split, then the actual or intrinsic value of the Common Shares held by you will also proportionately decrease as a result of the
overall decline in value.
The Board of Directors may effect one or more
reverse stock splits in connection with this Proposal Three. The Board of Directors believes that shareholder approval of an aggregate
exchange ratio range (rather than an exact exchange ratio) provides the Board of Directors with maximum flexibility to achieve the purposes
of one or more reverse stock splits. In addition, the Board of Directors reserves its right to elect not to proceed, and abandon, any
reverse stock split if it determines, in its sole discretion, that implementing this Proposal Three, or a particular reverse stock split,
is not in the best interests of the Company and its shareholders.
Fractional
Shares. No fractional Common Shares or Series B Preferred Shares will be created or issued in connection with any reverse
stock split. Shareholders of record who otherwise would be entitled to receive fractional Common Shares as a consequence of a reverse
stock split will be entitled, upon surrender to the exchange agent of certificates representing such Common Shares or, in the case of
non-certificated Common Shares, such proof of ownership as required by the exchange agent, to a cash payment in lieu thereof at a price
equal to the fraction to which the shareholder would otherwise be entitled multiplied by the closing price per Common Share on the NASDAQ
Capital Market on the last trading day prior to the effective date of the reverse stock split, as adjusted for the reverse stock split
as appropriate or, if such price is not available, or in the case of Series B Preferred Shares, a price to be determined by our
Board of Directors. The ownership of a fractional interest will not give the holder of any voting, dividend or other rights except to
receive payment therefor as described herein.
Authorized
Common Shares and Par Value. The reverse stock split will not result in a change in the number of authorized Common Shares
or par value of the Common Shares. Because the Company’s authorized number of Common Shares, which is currently 500,000,000 Common
Shares under the Company’s Amended and Restated Articles of Incorporation, will not decrease in accordance with the reverse stock
split, effecting a reverse stock split would provide the Company with additional Common Shares, which would be available for issuance
from time to time for corporate purposes such as acquisitions of companies or assets, sales of stock or securities convertible into Common
Shares and raising additional capital.
Material
U.S. Federal Income Tax Consequences. The following is a summary of the material U.S. federal income tax consequences of the
reverse stock split to U.S. Holders (as defined below) of our Common Shares. This summary is based on the Internal Revenue Code of 1986,
as amended (the “Code”), the Treasury regulations promulgated thereunder, and administrative rulings and court decisions
in effect as of the date of this proxy statement, all of which may be subject to change, possibly with retroactive effect. This summary
only addresses holders who hold their shares as capital assets within the meaning of the Code and does not address all aspects of U.S.
federal income taxation that may be relevant to U.S. Holders subject to special tax treatment, such as financial institutions, dealers
or traders in securities or currencies, partnerships, S corporations, insurance companies, real estate investment trusts, regulated investment
companies, persons that own shares as part of a hedge, straddle, or conversion transaction, persons whose functional currency is not
the U.S. dollar, expatriates, tax-exempt entities and investors that own, directly, indirectly or by attribution, 10% or more of our
stock by vote or value. In addition, this summary does not consider the effects of U.S. federal alternative minimum tax or estate or
gift tax consequences, or any applicable state, local, foreign or other tax laws, and does not address the U.S. federal income consequences
of the reverse stock split to persons who are not U.S. Holders.
As used herein, the term “U.S. Holder”
means a beneficial owner of Common Shares that is a U.S. citizen or resident, a corporation or other entity taxable as a corporation
created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate the income of
which is subject to U.S. federal income taxation regardless of its source, or a trust if a court within the United States is able to
exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial
decisions of the trust.
If a partnership holds our Common Shares, the
tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are
a partner in a partnership holding our Common Shares, you are encouraged to consult your tax advisor.
We have not sought and will not seek any ruling
from the Internal Revenue Service (the “IRS”), or an opinion from counsel with respect to the U.S. federal income
tax consequences discussed below. There can be no assurance that the tax consequences discussed below would be accepted by the IRS or
a court. The authorities on which this summary is based are subject to various interpretations, and it is therefore possible that the
U.S. federal income tax treatment may differ from the treatment described below.
We urge holders to consult with their own tax
advisors as to any U.S. federal, state, or local or foreign tax consequences applicable to them that could result from the reverse stock
split.
The reverse stock split is intended to constitute
a “reorganization” within the meaning of Section 368 of the Code and is not intended to be part of a plan to increase
periodically a shareholder’s proportionate interest in our earnings and profits. Assuming the reverse stock split so qualifies,
for U.S. federal income tax purposes,
| • | A
U.S. Holder should not recognize any gain or loss on the reverse stock split (except for
cash, if any, received in lieu of a fractional Common Share); |
| • | The
U.S. Holder’s aggregate tax basis of the Common Shares received pursuant to the reverse
stock split, including any fractional Common Share not actually received, should be equal
to the aggregate tax basis of such holder’s Common Shares
surrendered in the exchange; |
| • | The
U.S. Holder’s holding period for the Common Shares received pursuant to the reverse
stock split should include such holder’s holding period for the Common Shares surrendered
in the exchange; and |
| • | Cash
payments received by the U.S. Holder for a fractional Common Share generally should be treated
as if such fractional share had been issued pursuant to the reverse stock split and then
redeemed by us, and such U.S. Holder generally should recognize capital gain or loss with
respect to such payment, measured by the difference between the amount of cash received and
such U.S. Holder’s tax basis in such fractional share. However, in certain circumstances,
it is possible that the cash received in lieu of a fractional share could be characterized
as a dividend for such purposes. U.S. Holders are encouraged to consult their tax adviser
on the treatment of the receipt of cash in lieu of fractional shares in their specific situation. |
U.S. Holders will be required to provide their
social security or other taxpayer identification numbers (or, in some instances, additional information) to the exchange agent in connection
with the reverse stock split to avoid backup withholding requirements that might otherwise apply. This information is generally provided
on IRS Form W-9 or a substitute form. Failure to provide such information may result in backup withholding at a rate of 24%.
THE
FOREGOING IS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO U.S. HOLDERS OF COMMON SHARES
UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. THE FOREGOING DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES
OR TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OF OTHER JURISDICTIONS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF
SHAREHOLDERS. YOU ARE ENCOURAGED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO
YOU, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS
THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.
Procedures
for Effecting Reverse Stock Split. As soon as practicable after the effective date of the reverse stock split, the Company’s
shareholders will be notified that the reverse stock split has been effected. The Company expects that its transfer agent, Computershare,
will act as exchange agent for purposes of implementing the exchange of share certificates for Common Shares. The Company will act as
exchange agent for purposes of implementing the exchange for Series B Preferred Shares. Holders of pre-split certificated Common
Shares will be asked to surrender to the exchange agent certificates representing pre-split Common Shares in exchange for post-split
Common Shares in accordance with the procedures to be set forth in a letter of transmittal the Company will send to its registered shareholders.
No new share certificates will be issued to shareholders, and any shareholder submitting a stock certificate will receive uncertificated
shares in return. Any pre-split Common Shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise,
will automatically be exchanged for post-split Common Shares.
SHAREHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND
SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Shareholders holding shares in book-entry form
with the transfer agent need not take any action to receive post-split shares or cash payment in lieu of any fractional share interest,
if applicable. If a Shareholder is entitled to post-split shares, a transaction statement will automatically be sent to the Shareholder’s
address of record indicating the number of Shares held following the reverse stock split.
Banks, brokers or other nominees will be instructed
to effect the reverse stock split for their beneficial holders holding shares in “street name.” However, these banks, brokers
or other nominees may have different procedures from those that apply to registered shareholders for processing the reverse stock split
and making payment for fractional shares. If a shareholder holds shares with a bank, broker or other nominee and has any questions in
this regard, shareholders are encouraged to contact their bank, broker or other nominee.
Required
Vote. Approval of Proposal Three requires the affirmative vote of a majority of the votes eligible to be cast by Shareholders
entitled to vote thereon. Abstentions and broker non-votes will have the effect of votes “against” Proposal Three.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR PROPOSAL THREE, THE APPROVAL OF ONE OR MORE AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION TO EFFECT ONE
OR MORE REVERSE STOCK SPLITS. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL
UNLESS A CONTRARY VOTE IS SPECIFIED.
OTHER MATTERS
No other matters are expected to be presented
for action at the Meeting. Should any additional matter come before the Meeting, it is intended that proxies in the accompanying form
will be voted in accordance with the judgment of the person or persons named in the proxy.
By Order of the Board of Directors
Olga Lambrianidou
Secretary
August 22, 2023
APPENDIX I
ARTICLES OF AMENDMENT TO
THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
GLOBUS MARITIME LIMITED
PURSUANT TO SECTION 90 OF THE MARSHALL ISLANDS
BUSINESS CORPORATIONS ACT
I, [ ], as the [ ] of Globus
Maritime Limited, a Marshall Islands corporation (the “Corporation”), for the purpose of amending the Amended and
Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby
certify:
| |
1. |
The name
of the Corporation is: Globus Maritime Limited |
| |
2. |
The Company was formed under the laws of Jersey on July 26, 2006 in Jersey and domesticated as a Corporation into Marshall Islands and filed its Articles of Incorporation with the Registrar of Corporations as of November 24, 2010. Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations as of October 22, 2020. |
| |
3. |
Article III of the Amended and Restated Articles of Incorporation is hereby amended by adding the following paragraph at the end thereof: |
“Reverse Stock Split. As of the
commencement of business on [ ] (the “Reverse Stock Split Effective Date”), each [ ] Common Shares and Series B
preferred shares, par value $0.001 per share (“Series B Preferred Shares”), issued and outstanding immediately
prior to the Reverse Stock Split Effective Date either issued and outstanding or held by the Corporation as treasury stock shall be combined
into one (1) validly issued, fully paid and non-assessable Common Share and Series B Preferred Share, respectively, without
any further action by the Corporation or the holder thereof (the “Reverse Stock Split”); provided that no fractional
shares shall be issued to any holder and that in lieu of issuing any such fractional shares, fractional shares resulting from the Reverse
Stock Split will be rounded down to the nearest whole share and provided, further, that shareholders holding Common Shares who would
otherwise be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the ratio of the Reverse
Stock Split will receive a cash payment (without interest and subject to applicable withholding taxes) in an amount per share equal to
the closing price per Common Share on NASDAQ on the trading day immediately preceding the Reverse Stock Split Effective Date, as adjusted
for the reverse stock split as appropriate, and that shareholders holding Series B Preferred Shares who would otherwise be entitled
to receive fractional shares because they hold a number of shares not evenly divisible by the ratio of the Reverse Stock Split will receive
a cash payment (without interest and subject to applicable withholding taxes) in an amount per share equal to an amount determined by
the Board of Directors of the Corporation. Each certificate, if any, that immediately prior to the Reverse Stock Split Effective Date
represented Common Shares (“Old Certificates”), shall thereafter represent that number of Common Shares into which
the Common Shares represented by the Old Certificate shall have been combined, subject to the elimination of fractional shares as described
above. The reverse stock split described in this paragraph shall not change the number of Common Shares or Series B Preferred Shares
authorized to be issued or the par value of the Common Shares or the Series B Preferred Shares. The stated capital of the Corporation
shall be reduced from $[ ] to $[ ], which may be further adjusted for the cancellation of fractional shares, and the reduction of $[
], which may be further adjusted for the cancellation of fractional shares, shall be allocated to surplus. No change was made to the
number of registered shares of Class B Shares or Preferred Shares the Corporation is authorized to issue or to the par value of
Class B Shares or Preferred Shares.”
| |
4. |
All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged. |
| |
5. |
This amendment to the Amended and Restated Articles of Incorporation was authorized by vote of the holders of a majority of the voting power of the issued and outstanding shares of the Corporation. |
[Signature Page Follows]
IN
WITNESS WHEREOF, I have executed these Articles of Amendment to the Amended and Restated Articles of Incorporation on
this ________ day of _____________________, 20___.
Exhibit 99.3
01 - Athanasios Feidakis * 02 - Ioannis Kazantzidis * *To serve as Class I directors until the 2026 Annual Meeting of Shareholders. F o r W ithhold 2 2 D V F o r W ithhold Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 0 3V4SB + + Proposals — The Board of Directors recommends a vote FOR all nominees and FOR Proposals 2 and 3. A 2. To approve the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent auditors for the fiscal year ending December 31, 2023 1. Election of Directors: For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below B q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Annual Meeting Proxy Card 3. To approve one or more amendments to the Company’s Amended and Restated Articles of Incorporation to effect one or more reverse stock splits of the Company’s issued and outstanding shares of common stock and Series B preferred shares by an aggregate ratio of not more than one - for - 20, with the exact ratio to be set at a whole number to be determined by the Company’s Board of Directors or a committee thereof in its discretion, at any time or times after approval of the amendments, and to authorize the Company’s Board of Directors to implement one or more reverse stock splits by filing one or more amendments with the Registrar of Corporations of the Republic of the Marshall Islands. For Against Abstain MMMMMMMM M 5 8 3 2 8 0 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T MMMMMMMMMMMM MMMMMMMMMMMMMM MMMMMM 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext
Annual Meeting of Shareholders – September 21, 2023 Proxy Solicited On Behalf of the Board of Directors The undersigned shareholder hereby appoints Athanasios Feidakis and Olga Lambrianidou and each of them individually, proxies for the undersigned, with full power of substitution and re - substitution, to represent the undersigned and to vote all shares of common stock of GLOBUS MARITIME LIMITED (the “Company”) that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held on Thursday, September 21 , 2023 at 11 : 00 a . m . local time at the offices of Globus Shipmanagement Corp . located at 128 Vouliagmenis Avenue, 16674 Glyfada, Attica Greece and at any and all adjournments or postponements thereof as indicated herein . THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED HEREIN . IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL ONE, PROPOSAL TWO AND PROPOSAL THREE, AND SHALL BE DEEMED TO AUTHORIZE THE PROXYHOLDERS TO VOTE IN THEIR DISCRETION AS TO ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING TO THE EXTENT PERMITTED BY APPLICABLE LAW . PLEASE SIGN ON REVERSE Proxy — Globus Maritime Limited q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Non - Voting Items C + + Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting.
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